HomeMy WebLinkAbout231809 04/23/14 " CITY OF CARMEL, INDIANA VENDOR: 361198
® 'I ONE CIVIC SQUARE NIKE USA INC CHECK AMOUNT: $"*""1,179.41
CARMEL, INDIANA 46032 PO BOX 847648 CHECK NUMBER: 231809
M,,roN�a; DALLAS TX 75284-7648 CHECK DATE: 04/23/14
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
1207 4356006 958485970 128.85 GOLF SOFTGOODS
1207 4356007 958485970 312.00 GOLF HARDGOODS
1207 4356007 958547395 96.00 GOLF HARDGOODS
1207 4356007 958854635 536.15 GOLF HARDGOODS
1207 4356006 959032412 58.08 GOLF SOFTGOODS
1207 4356006 959073142 48.33 GOLF SOFTGOODS
. . 111 KE G O LF 6/ Customer Number: 272920 Invoice Number: 958485970
�/ Nike Order Number: 873576135 Invoice Date: 04/01/2014
INVOICE
`� �/ O'CE Nike Delivery Number: 322086208 Terms: Net 120
Customer PO No: BALL AND DURA FEEL Terms begin as of: 04/01/2014
Ordered by: Due Date: 07/30/2014
DUNS#:05-095-7364 Ordered on: 09/18/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description SizeUOM Quantity Quantity Wholesale Net Unit Total
_
Product-Code Ordered Shipped Unit Price Price
GG0421-010 DURA FEEL VII REG L EA 6 6 6.00 6.00 36.00
XL EA 6 6 6.00 6.00 36.00
XXL EA 6 6 6.00 6.00 36.00
"Subtotals 18 18 108.00 108.00 108.00
GL9169-101 MOJO 13 DOUBLE DOZ MISC EA 24 24 13.00 13.00 312.00
"Subtotals 24 24 312.00 312.00 312.00
Shipped From: Nike Golf: Memphis
Date Shipped: 04/01/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 2.800; 18.500; 18.500;
18.500; 18.500;
Bill of Lading Number:
Pro number:
Tracking Number: 217508283173377;217508283148665;217508283148658;
217508283148825;217508283148764;
Packing list Number: 16458311
Number of Cartons: 5
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
420.00 420.00 20.85 440.85
All Nike USA.Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 1/2%.per•month will be charted on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of�receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By submitting an order to NIKE(each,an"Order"),Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July 1,2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE,or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order orsubstitute comparable Product for the items that were .
ordered,in either case by shipping Product.NIKE may at any time refuse to ship Product for any reason.even if NIKE has received payment for the applicable
Order and/or has confirmed t at,6rder on NIKE.net or otherwise.NIKE will in its sole discretion determine which of NIKE'sproducts are made available to
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other customers.Accordingly.NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns,Customer will be deemed to have
accepted those substitute goods on the terms outlined in NIKE's invoice.NIKE may cancel an Order at any time because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell,or for any other reason.even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NIKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions,and(b)it applicable.Customer's credit application and account agreement. Each Order,together with these Terns and Conditions
and,if applicable Customer's credit application and account agreement,may be referred to collectively as the"Agreement".
2.PRICES:NIKE may correct typographical or other errors in pricing,may reduce or cancel any discounts previously offered to Customer.and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstandmg suggested retail prices
published by NiKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specified.within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted by law,whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an accounCstated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to applypayments it receives from Customer to any of
Customers invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING:RISK OF LOSS;TITLE:NIKE will ship Product FCA,the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered,Customer may submit to NIKE a request for return:provided.however,
that NiKE wifl not approve of return requests received by NIKE 30 days or more after delivery of those products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The following applies to Customers that are approved to sell Product at a plrvsical store locating(a"brick and mortar"store).
STORES-Except as expresslypermitted in subsection 6.13 and/or 6.0 below,or when otherwise approved by NIKE in writing,Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or,in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location):(b)sell Product other than to retail
consumers physically present at such store location who are Purchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet,e-mail or any other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.Thebllowinq a))lies to Customers that are approved to sell Product on a website.
INTE ET SXL S-If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States,its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 613(6),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of accepting orders from consumers,or(ii)creates the perception that orders are accepted on t9e site,even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Websites)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order.(ii)accept all major credit cards.(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt,effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s);or(ii)(iii)use certain trademarked terms,as designated by NiKE,in metadata;or(iv)purchase certain trademarked
terms,as designated by NIKE.as Internet search terms;or(v)use any NIKE trademark in any domain name or URL address.
C.Thellowing applies to Customers that are approved for a iton-retail account.
If NI aapproves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations);or(ii)to another retailer,or to an e-taller,distributor,or broker:or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NIKE goods:or(c)purchase authentic NIKE goods from any third party:or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other third party;or(e)AIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE:or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
8.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at ail times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law;(ii)render full,prompt,effective and courteous service before,during and after the retail sale of
o Product:(iii)vigorouslyencourage the retail sale of Product;(iv)meet or exceed any minimum sales volume established by NIKE from time to time:(v)establish
Z__ and maintain,independntly and m conjunction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicable law in connection with performance of its o9hgations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order.Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes:and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial condition since those dates.
Page 2 of 3
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee.
or(c)give a gift of any kind to any relative.friend.associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan."the
NIKE Swoosh logo design,the Jordan"Jumpnian"logo.and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarts possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.Afl goodwill associated with Customers use of the NIKE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines.which NIKE may provide and circulate from time to
time,as well as'any other policies governing the use of(i)NIKE logos and other trademarks.an(r(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NiKE.for its review.any public statements about NiKE or advertising materials bearing NIKE trademarks.
Product[mages,athlete images.or Product descriptions.If NIKE does not'approve such materials in writing.within five business days,the materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with ot�er trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and theNIKE reputation for quality are extremely valuable to NIKE,
and that NIKE does not authorize Customer to sell anv damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective.for any reason.shall be.at NIKE's sole election.either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES: If any Product is defective.NiKE's sole and exclusive liability to Customer will be.
at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer Paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE.TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LiABLE FOR ANY LOSS OF PROFIT.INTERRUPTION OF BUSINESS OR
ANY SPECIAL.CONSEQUENTIAL,INCIDENTAL.INDIRECT.SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GiVING RiSE TO
THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED.FOR DEFECTIVE PRODUCT.THE AMOUNT CUSTOMER PAID
NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL OTHER CLAIMS."I'HE AMOUNT-CUSTOMER PAID NIKE WITHIN THE - --—
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NiKE may at any time.in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.AccordinEly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NiKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended.and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NiKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NiKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIKE's
Confidential Information by m
using the sae degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets.but in any event ru less tfian reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business.and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NiKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media.
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded.and whether or not it
is intended for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NiKE any business plans.product or marketing ideas,or other materials,Customer
agrees that(i)NiKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevocLIe license to use such materials,without
compensation to Customer:and(u)NIKE is under no obligation to use such plans.ideas,or other materials.or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason.that determination will not affect any other provision unless enforcement of the reinaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary,purpose orthe Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney:therefore.no rule of
construction or interpretation that disfavors NiKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAW\FORUM SELECTION:Customer will pay all costs,collection agency fees.expenses,reasonable attorney fees
(whether incurred prior to:at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising
w
out of the Agreement or out of the relationship between NiKE and Customer,will be governed by the las of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOO15S WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.P�AKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NiKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake,or other natural disaster.that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gilt,merger,operation of law,by contract,or otherwise,will be deemed an assignment for
ppurrpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant.withhold or condition its consent to assignment in
NIKE's sole discretion.if NIKE authorizes an assignment or delegation.that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer:(b)the assignee or delegate agrees in writing to be bound by the Agreement:and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NiKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NiKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral'and written agreements.commitments and understandings concerning that subject matter.
Page 3 of 3
Prescribed by State Board of Accounts City Form No.201 (Rev 1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
Payee
Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
04/01/14 958485970 Gloves $128.85
04/01/14 958485970 Balls $312.00
1 hereby certify that the attached invoice(s), or bill(s), is(are)true and correct and I have audited same in accordance
with IC 5-11-10-1.6
20
Clerk-Treasurer
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$440.85
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 958485970 43-560.06 j $128.85 1 hereby certify that the attached invoice(s), or
1207 958485970 43-560.07 $312.00 bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
Friday, April 11, 2014
c �
Director, Brookshi Golf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
N I KE G O LF &/ Customer Number: 272920 Invoice Number: 959073142
Nike Order Number: 881242670 Invoice Date: 04/08/2014
INVOICE Nike Delivery Number: 322541757 Terms: Net 30
Customer PO No: PUD SHOE Terms begin as of: 04/08/2014
Ordered by: Due Date: 05/08/2014
DUNS#:05-095-7364 Ordered on: 04/07/2014 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
MaterialCustomer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Co I Ordered Shipped Unit Price Price
551456-001 NIKE LUNAR SADDLE 12 PR 1 1 65.00 39.00 39.00
"Subtotals 1 1 65.00 39.00 39.00
Shipped From: Nike Golf:Memphis
Date Shipped: 04/08/2014
Order Type: At-Once Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 3.770;
Bill of Lading Number:
Pro number:
Tracking Number: 217508283267113;
Packing list Number: 16504735
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
65.00 39.00 9.33 48.33
All Nike USA.Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of I 112010 per month will be charged-on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By submitting an order to NIKE(each,an"Order").Customer agrees that such Order will be governed 6),the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July 1,2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NiKE,the
submission by Customer of a purchase order to NIKE.of the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or'substitute comparable Product for the items that were
ordered.in either case by shippin,Product.NIKE may at any time refuse to ship.Product,for any reason,even if NIKE has received payment for the applicable
Order and/or has confirmed tlhat i5rder on NIKE.net or otherwise.NIKE will in its sole discretion determine which of NIKE's products are made available to
Customer for Orders.and determine how to allocate Product among Customer and NiKE's other customers.Accordingly.NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns.Customer will be deemed to have
accepted those substitute goods on the terms outlined in NIKE's invoice.NIKE may cancel an Order at any time because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell.or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NIKE will,at its election.either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions,and(b)if applicable.Customer's credit application and account agreement. Each Order,together with these Terms and Conditions
and.if applicable Customer's credit application and account agreement,may be referred to collectively as the"Agreement"
2.PRICES:NIKE may correct typographical or other errors in pricing.may reduce or cancel any discounts previously offered to Customer,and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice,or if none is specified.within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1._5%per month or the maximum rate permitted by law.whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pa the undisputed portion of each im oice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NiKE
affiliate.that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA,the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered.Customer may submit to NIKE a request for return;provided,however.
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The.following applies to Customers that are approved to sell Product at a physical store locution(a "brick and mortar"store).
STORES-Except as expressly Permitted in subsection 6.13 and/or 6.0 below.or when otherwise approved by NIKE in writing.Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or.in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location);(b)sell Product other than to retail
consumers physically present at such store location who are purchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet.e-mail or any other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product:it an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlets)necessary for the proper merchandising and selling of Product.
B.Thefollowin4 a>>lies to Customers that are approved to sell Product on a website.
INTERNET SAL�S-If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Websites)")and to deliver that Product only to
consumers with mailing addresses in the United States,its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or provide data feeds to,any transactional website.or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 613(b),a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of accepting orders from consumers,or(ii)creates the Perception that orders are accepted on the site.even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate usages and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order.(ii)accept all major credit cards.(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Websites)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt,effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s):or(ii)(iii)use certain trademarked terms,as designated by NIKE,in metadata:or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms;or(v)use any NIKE trademark in any domain name or URL address.
C.Theallowing ae)lies to Customers that are approved,for a non-retail account.
If NiK approves Customer for a non-retail account,Customer will distribute Product at no cost to the teams.players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations):or(ii)to another retailer,or to an e-tailer,distributor,or broker:or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely_ be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NiKE goods:or(c)purchase authentic NIKE goods from any third party;or(d)
purchase any NIKE Product from.or sell or offer to sell Product on behalf of or for the account of.any other third party;or(e)if-NIKE sets a launch date for a
particular NiKE Product,sell that product prior to the date and time stated by NIKE:or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards.and applicable law.
8.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access cruse in a
manner consistent with industry best practices and applicable law:(ii)render full,prompt,effective and courteous service before,during and after the retail sale of
o Product.(iii)vigorously encourage the retail sale of Product;(iv)meet or exceed any imninwm sales volume established by NIKE from time to time:(v)establish
and maintain.independently and m conjjunction with NIKE,advertising and marketing policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order,Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial condition since those dates.
Page 2 of 3
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments.available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee.
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right.title and interest in and to the name"NIKE."the name'Jordan,"the
NIKE Swoosh logo design,the Jordan"Junipman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them.or represent that it has any ownership in,or attempt to license,the NiKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage gmdelines,which NIKE may provide and circulate from time to
tim6.as well as any other policies overning the use of(t)NIKE logos and other trademarks.aW(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE,Customer'will submit to NIKE,for its review,any public statements about NIKE or advertising materials bearing NiKE Trademarks.
Product images:athlete images.or Product descriptions.If NIKE does not approve such materials in writing,within five business days,the materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NiKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and theNIKE'reputation for quality are extremely valuable to NIKE.
and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective,for any reason,shall be.at NIKE's sole election.either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election,if the defect is material.to either(a)replace that defective Product or(b)refund the amount Customer Paid NiKE for that defective Product.AS
BETWEEN CUSTOMER AND NiKE.NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS-AND WARRANTIES.EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF i\1ERCHANTABILiTY.FITNESS FOR A PARTICULAR PURPOSE.TiTLE AND NONiNFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT.INTERRUPTION OF BUSINESS OR
ANY SPECIAL,CONSEQUENTIAL.INCIDENTAL,INDIRECT.SPECIAL.EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY O HER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM.IN_NO.EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED.FOR DEFECTIVE PRODUCT.THE AMOUNT CUSTOMER PAID
NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM.AND FOR ALL OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NIKE WiTHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract.tort(including negligence and strict liability).or any other theory.
12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion.modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NiKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledees that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall pprotect NIKff's
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential i2rination or trade
secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicity•Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Pioducts.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media,
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement.whether or not it is recorded,and whether or not it
is intended for such publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans.product or marketing ideas.or other materials.Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevocable license to use such materials.without
compensation to Customer;and(u)NIKE is under no obligation to use such plans,ideas,or other materials.or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs.collection agency fees,expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by wNIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising
out of the Agreement or out of the relationship between NiKE and Customer,will be governed by the las of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FORTH INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire.Flood.
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event.except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NiKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gift.merger,operation of law,by contract.or otherwise,will be deemed an assignment for
ppurrpposes of this Section.Anv attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under tie
Agreement unless(a)the authorization expressly releases Customer:(b)the assignee or delegate agrees in writing to be bound by the Agreement:and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning,that subject matter.
Page 3 of 3
. . NIKE GOLF Customer Number: 272920 Invoice Number: 959032412
`, Nike Order Number: 880708962 Invoice Date: 04/07/2014
I'^I`� Y O I C E Nike Delivery Number: 322457236 Terms: Net 60
Customer PO No: SHOP GUY Terms begin as of: 04/07/2014
Ordered by: Due Date: 06/06/2014
DUNS#:05-095-7364 Ordered on: 04/05/2014 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO `
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price _
628340-600 NIKE LUNAR ASCEND 10 PR 1 1 65.00 48.75 48.75
"Subtotals 1 1 65.00 48.75 48.75
Shipped From: Nike Golf:Memphis
Date Shipped: 04/07/2014
Order Type: At-Once Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 3.790;
Bill of Lading Number:
Pro number:
Tracking Number: 217508283254045;
Packing list Number: 16502893
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
65.00 48.75 9.33 58.08
All Nike USA.Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 '/x% Per month will be char-ed on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made wilgin 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
- Page 1 of 3
NiKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By submitting an order io NIKE(each,an"Order").Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in effect at the time the Order is submitted. The Terms and Conditions that are current as of July 1,2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE.or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or substitute comparable Product for the items that were
ordered.in either case by shipping Product.NIKE may at any time refuse to ship Product for any reason.even if NiKE has received payment for the applicable
Order and/or has confirmed Thhat i5rder on Ming
or otherwise.NIKE will in its sole discretion determine which of NIKE's products are made available to
Customer for Orders.and determine how to allocate Product among Customer and NIKE's other customers.Accordingly,NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns.Customer will be deemed to have
accepted those substitute goods on the terms outlined in NIKE's invoice.NIKE may cancel an Order at any time because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order. In the latter case.NIKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Terms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions,and(b)if applicable.Customer's credit application and account agreement. Each Order,together with these Terms and Conditions
and.it applicable Customer's credit application and account agreement,may be referred to collectively as the"Agreement".
2.PRICES:NiKE may correct typographical or other errors in pricing,may reduce or cancel any discounts previouslyy offered to Customer,and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the ante that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice.or if none is specified.within 30 days after the date of that
invoice.Any sum not Paid when due is subject to a service charge of 1.5%per month or the maximum rate permitted by law.whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pay the undisputed portion of each invoice. NIKE has the right to apply payments it receives from Customer to any of
Customer's invoices and to disregard Customer s instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate.that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA,the NiKE Distribution Center or other shipping point.NiKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered.Customer may submit to NIKE a request for return:provided,however.
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NiKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NiKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The.following applies to Customers that are approved to sell Product at u physical store locution(a "brick and mortem'"store).
STORES-Except as expressly permitted in subsection 6.11 and/or 6.0 below,or when otherwise approved by NiKE in writing,Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular phvsical store identified in this Credit Application or,in
the case of multiple store locations.at the location to which the Product was shipped(assuming it was an approved location);(b)sell Product other than to retail
consumers physically present at such store location who are Purchasing for their personal use and not for resale;or(c)accept orders or sell Product through the
Intemet,e-mail or any other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.Theollowinr;a//�r dies to Customers that are approved to sell Product on a website.
INTERNET SALES-If NIKE approves Customer for Internet sales.then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States.its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For purposes of this Section 613(b).a"transactional website"means a shopping portal,online marketplace,or other site which either(i)is
capable of acceptin-orders from consumers.or(ii)creates the Perception that orders are accepted on the site.even if the consumers are in fact redirected to other
websites for order Xcement. The term"transactional website' excludes websites which aggregate iniages and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry,including the ability to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order.(ii)accept all major creat cards.(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented on a
separate discount page).
(d) Customer will at all times provide prompt,effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s):or(ii)(iii)use certain trademarked terms,as designated by NIKE.in metadata:or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terms;or(v)use any NIKE trademark in any domain name or URL address.
C.Thefollowing alglies to Customers that are approved,for a non-retail account.
if NIKE approves Customer for a non-retail account,Customer will distribute Product at no cost to the teams,players and sports participants,and other groups or
individuals specified by NIKE or will sell at no profit(that is,sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations):or(ii)to another retailer,or to an e-taller,distributor,or broker:or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NIKE goods:or(c)purchase authentic NIKE goods from any thirdpartyy;or(d)
purchase any NIKE Product from.or sell or offer to sell Product on behalf of or for the account of,any other third party:or(e)if NiKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE:or(f) collect cruse any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
8.CUSTONIER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law:(ii)render full,prompt,effective and courteous service before,during and after the retail sale of
Product:(iii)vigorously encourage the retail sale of Product:(iv)meet or exceed any minimum sales volume established by NIKE from time to time:(v)establish
_ and maintain.independently and in con unction with NIKE.advertising and markenn-policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicab�c law in connection with performance of its oUgations under the Agreement.
(b)Customer represents and warrants,and each time Customer submits an Order.Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes;and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial condition since those dates.
Page 2 of 3
it
(c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments.available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In Particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike employee.(b)give a non-cash gift worth more than$200 to a Nike employee.
or(c)give a gift of any kind to any relative,friend.associate or charitable organization favored by a Nike employee if there is any implied expectation of a reium
favor.
9.TRADEMARKS:Customer acknowledges NiKE's sole ownership of and exclusive right.title and interest in and to the name"NIKE."the name"Jordan."the
NIKE Swoosh logo design,the Jordan"Junipman"logo,and all other trademarks owned b`y NiKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NiKE Trademarts possess substantial goodwill and agrees that it will not use or display NiKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.An goodwill associated with Customer's use of the NICE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(i)NIKE logos and other trademarks.an(r(u)product and athlete images and other copp�yrighted materials.
Upon request by NIKE.Customer will submit to NIKE,for its review,any public statements about NIKE or advertising materials bearing NiKE trademarks.
Product images:athlete images.or Product descriptions.If NIKE does not approve such materials in writing.within five business days,the materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NiKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NiKE Trademarks and the-NIKE-reputation for quality are extremely valuable to NIKE,
and that NiKE does not authorize Customer tosell any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective.for any reason,shall be.at NIKE's sole election.either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NiKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE.NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED.
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE.TITLE AND NON INFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT.INTERRUPTION OF BUSINESS OR
ANY SPECIAL.CONSEQUENTIAL,INCIDENTAL.INDIRECT,SPECIAL.EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GiVING RISE TO
THE CLAiM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED.FOR DEFECTIVE PRODUCT.THE AMOUNT CUSTOMER.PAID-_ _-
- -NIKE FOR THE-PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL'OTHER CLAIMS.THE AMOUNT CUSTOMER PAID NiKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability).or any other theory.
12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion.modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue.or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NiKE Product,and any other non-public material disclosed to.Customer or to which Customer gains access.Customer shallrotect NIKE`'s
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business.and shall not disclose Confidential Information to any third party.
B. Publicih•Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NiKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television.radio.print or online media.
includin blogging.Customer will not hold itself out as a representative of NiKE in any interview or statement.whether or not it is recorded,and whether or not it
is intended for such publication.
C. idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas.or other materials.Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevochle license to use such materials,without
compensation to Customer:and(u)NIKE is under no obligation to use such plans,ideas.or other materials.or to commercially exploit them in any territory.
14.SEVERABILITY\WAiVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement.and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right.constitute a continuing waiver or waive that right on any other occasion.Customer Tins had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney:therefore.no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAW\FORUM SELECTION:Customer will pay all costs.collection agency fees.expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NiKE in connection with the collection of any past due sums.The Agreement,and all disputes arising
out of the Agreement or out of the relationship between N[KE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with an),action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE MAJEURE:if it becomes impossible for either Customer or NiKE to perform its obligations under the Agreement as a result of fire.flood,
earthquake.or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not asstgn any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract.or otherwise.will be deemed an assignment for
PPurrpposes of this Section.Any attempted assignment or delegation by Customer will be void. NiKE may grant.withhold or condition its consent to asstgnment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation.that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer:(b)the assignee or delegate agrees in writing to be bound by the Agreement:and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 3
N 1 KE G O LF A-/ Customer Number: 272920 Invoice Number: 958547395
Nike Order Number: 873576411 Invoice Date: 04/04/2014
INVOICE Nike Delivery Number: 322591056 Terms: Net 120
Customer PO No: GOLF BAG Terms begin as of: 04/04/2014
Ordered by: Due Date: 08/02/2014
DUNS#:05-095-7364 Ordered on: 09/18/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM ouantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
BG0348-005 NIKE SPORT CART 11 MISC EA 1 1 88.00 88.00 88.00
"Subtotals 1 1 88.00 88.00 88.00
Shipped From: Nike Golf:Oxnard,CA
Date Shipped: 04/04/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 8.000;
Bill of Lading Number:
Pro number:
Tracking Number: 239838470579357;
Packing list Number: 16495679
Number of Cartons: 1
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
88.00 88.00 8.00 96.00
All Nike USA.Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 'h% er month will be charge&on all past-due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days.ot receipt. All collection tees and costs must be paid by purchaser. Detailed teens and
conditions on reverse side of page 1.
Please remit to: NIKE USA, Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,Inc.
TERMS AND CONDITIONS OF SALE
NIKE USA.Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By submitting an order to NIKE(each,an"Order").Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in Nect at the time the Order is submitted. The Terms and Conditions that are current as of July 1,2011
are set forth below.
1.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE,or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or substitute comparable Product for the items that were
ordered,in either case by shippin-Product.NIKE may at any time refuse to ship Product for any reason,even if NIKE has received payment for the applicable
Order and/or has confirmed thhat 6rder on NIKE.net or otherwise.NIKE_will in its sole discretion determine which of NIKE's products are made available to
Customer for Orders.and determine how to allocate Product among Customer and NIKE's other customers.Accordingly.NiKE reserves the right to discontinue
product lines and to make changes in goods offered at any time..Unless Customer complies with Section 5 regarding returns.Customer will be deemed to have
accepted those substitute goods on the terms outlined in NIKE's invoice.NiKE may cancel an Order at any time because the Order contains an incorrect price.
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case,NiKE will,at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after its
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to these Ternis and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions,and(b)if applicable,Customer's credit application and account agreement. Each Order,together with these Terms and Conditions
and.if applicable Customer's credit application and account agreement•may be referred to collectively as the"Agreement".
2.PRICES:NIKE may correct typographical or other errors in pricing,may reduce or cancel any discounts previous]\,offered to Customer,and may chane its
prices at any time. Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notyvithstanthng suggested retail prices
published by NIKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NIKE's invoice.or if none is specified,within 30 days after the date of that
invoice.Any sum not paid when due is subject to a service charge of 1.5%per month or the maxinlunl rate permitted by law,whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pav the undisputed portion of each invoice. NIKE has the right to apply p•mynents it receives from Customer to any of
Customer's invoices and to disregard Customer s instructions to appy payment to any specific invoice. In the event Customer is indebted to NIKE or to any NIKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING;RISK OF LOSS;TITLE:NIKE will ship Product FCA.the NIKE Distribution Center or other shipping point.NiKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
5.RETURNS:Product that was shipped in accordance with the specifications ip the Order is not returnable.If Custonmer wishes to return Products based on a
claim that they are detective or that they are not comparable to the items that were ordered.Customer may submit to NIKE it request for return:provided.however.
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NIKE will not issue an\,refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk(;floss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs lot their return t6 Customer.
6.CUSTOMER'S COVENANTS:
A.The lollon ing applies to Customers that are approved to s'eN Product a1 a phns'ical store location(a "brick and mornir".store).
STORES-Except as express]\,permitted in subsection 6.13 and/or 6.0 below,or when otherwise approved by NIKE in writing.Customer will not la)sell Product
under any store name or at anv physical store location other than under the store name and in the particular physical store identified in this Credit Application or,in
the Case of nutltip]c store locations,at the location to which the Product was shipped(assuming it was an approved location):(h)sell Product other than to retail
consumers physically present al such store location who arc purchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet.e-mail or anv other electronic channel,except that Customer may advenisC Product through those channels to create or enhance consumer awareness of
Product perfornlancc features and/or indicate the availability of Product at an authorized store location so long as Cuslonlcr connplics with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.The lolhm im,�aj1ydies to Customers that on,approl ed to sell Prorhtct oil o m ehsae.
INTERNET SAL-,S-If NIKE approves Customer for Internet sales,then Customer is authorized w sell Product to retail consumers Via the Internet only from the
website or wcbsitcs idcntificd in the Credit Application or otherwise approved by NIKE.in writing(the"Authorized Websitc(s)")and to dcliVer that Product only to
consumers with mailing addresses in the United States.its territories and possessions.
mal The Authorized Websitc(s)will not he co-branded with the nark or other trademarks of any other person or-ntity.
IN The Authorized W-hsitc(s)Will not link to.or pros id-data Iccds W,anv uansacoonal website.or permit amy Iran<actional\kebsite to link to the
Authorized Websiiefs). For purposes of this Section 6H(h).it"transactional\\6sil-"means it shopping poral,online marketplace,or other site which either(i)is
capable of acceppling orders trona eonsuntors,or(ii)creat- s the perception that orders are aeCCpted on Ilse Site.e\Cll if the consunlcrs are in fact redirected to other
websites for order placcmcnl. ThC lerna"ti;unactiolial wchsltc excludes w-hsmcs skhich aggregate images and lilt ornla(loll abom merchandise sVithoul conducting
ti
sales 'ansaceiuns.
tel The Authorized WCbSIIC(S)skill hake I-alules anti function,that are.,tamdard in the industry,ineluding the ahi]iV lo:(i)confirm a\adahilin or
unavailabihiy of NIKE Produce at the 111110 the retail consumer places his or her ordcr.(it)accept all'nlillOr credlh card..i iii)ship semhin slandard time francs With it
choice of overnight.second day air and_round(Iciiycry,and like allow retail consunlcrs to search the Authorized Wchsiic(sI and to Flak igaic to it NIKE."concept..
Shop in the fiirnl of a WCh_paer ICaturing all Product Iliac Cusionici sell,oil the Authorized\\'ChsilC1S)ICxecpt tordi.,Counted good.,.sshich must he presented on it
separate discount page).
(d) Customer will at all tittles pro\idC prompt,elfcctive and Courteous customer scnice M'tcl-phone for Consumers pe .,i
r-hamg PIOLILICI from the Authorized
Cd
and for other Visitor,to that or thus-\\'chsitc(s).Customer\\ill not(it permit ani lililikInCill house or an\ olhrr third pal-t\ to fill consumer order.,placed through the Authorized Wcbsite(s):or(ii)(iii)use certain tradern arkcd terms.as designated by NIKE,in ni-sidaua.or(i\)purehasc certain trademarked
terns.as designatcd by NIKE.as Internet search terms or(V)use any NIKE trademark in any domain name or URL addresS.
C.The mol otvhi,s applies to Cuslonlery that are approved-iii a non-renal account.
If NIKF approves C�ustonler for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants.an(]other groups or
individuals specified by NIKE or will sell at no profit(that is.sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not direct]\,or indirectly:(a)sell.consign or otherwise transfer Product 1 i)outside the United Slates(and.if a
"brick and mortar"store.other than at the approved physical store location or locations):or 60 to another retailer,or to an--tailor.distributor.or broker:or]iii)
under circumstances where it knows or shoo(I know,based on the circumstances of the transaction.that the Product is intended for resale or will like]y be resold:
or(b)purchase or se]],offer to sell.or distribute(including al no cost),counterfeit NIKE goods:or(c)purchase authentic NIKE roods from any third-pacv:or(d)
purchase any NIKE Product from.or se]]or offer to sell Product on behalf of or for the account of any other third piny;or(e)il1NIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE:or(f) collect or use anv scnsimo persona]data about consumers other than in
compliance with industry best practices for security standards.and applicable law.
8.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all fillies:(i)use security pleasures to protect credit card and other persona]]\,identifiable information from unauthorized access or use in a
planner consistent with industry best practices andappplicable law:(ii)render full,prompt.effective and courteous service before.during and after the retail sale of
Product:(iii)vigorously encourage the retail sale ofl'roduct:(iv)meet or exceed anv minimum sales yo]urne established by NIKE lion lime to time:(v)establish
and maintain,independently andin conjunction with NIKE.advertising and marketinu policies and methods that emphasize the quality and performance of the
Product:and(vi)comply with applicable law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants•and each time Customer submits an Order.Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes:and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business.
prospects or financial condition since those dates. `
Page 2 of 3
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments.available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike emplovee.(b)give a non-cash gift worth more than$200 to a Nike employee.
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right.title and interest in and to the name"NIKE."the name"Jordan."the
NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NiKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(i)NI KE logos and other trademarks,and(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE,for its review,any public statements about NiKE or advertising materials bearing NIKE Trademarks,
Product[mages:athlete images,or Product descriptions.If NIKE does not approve such materials in writing,within five business days,t9e materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any mars confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing ofany infringement or improper use of the NiKE Trademarks
that comes to its attention. Customer acknowled-es and agrees that the NIKE Trademarks and theNIKE reputation for quality are extremely valuable to NIKE.
and that NIKE does not authorize Customer to01 any damaged or defective NiKE Product. Accordingly.Customer agrees that NiKE Product which may be
damaged or defective,for any reason.shall be,at NIKE's sole election.either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED.
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE.TiTLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT.INTERRUPTION OF BUSINESS OR
ANY SPECIAL.CONSEQUENTIAL,INCIDENTAL.INDIRECT.SPECIAL.EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE.TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WiTHiN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED.FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID
NIKE FOR-THE-PRODUCT GIVING-RISE TO THE CLAIM.ANIS FOR ALL=OTHER CLAIMS:-THE AMOUNT-CUSTOMER-PAID NIKE WITHIN-THE-
THREE-MONTHPERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability).or any other theory.
12.MODIFICATION:NIKE may at any time.in NIKE's sole discretion.modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue.or by request from NiKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended.and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure Customer acknowled-es that it may have access to information owned or controlled by NIKE or NIKE's Affiliates.disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans.information regarding
future releases of NIKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall protect NIK$'s
Confidential Information by using the sane degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets.but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business.and shall not disclose Confidential Information to any third pan\.
B. Publiciry Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third pane loran interview or statement about NIKE
or NIKE Products.Customer will not answer questions or Live statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film.television.radio,print or online media.
including blogging.Customer will not hold itself out as a representative of NIKE in any interview or statement.whether or not it is recorded.and whether or not it
is intended for suds publication.
C. idea.Submission. If Customer chooses lu submit to NIKE or share with NIKE anv business plans.product or marketing ideas.or other materials.Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevocable license to use such materials,without
compensation to Customer.and 60 NIKE is under no obligation to use such plans.ideas,or other materials.or to commercially exploit them in any territory.
14.SIsVERABILiTl'\N1'AIVER\CONSTRUCTION:If a Court of cunipetent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason.that determination will not affect anv other pruyisuni unless enforccmcnt of the remaining provisions would be grossly inequitable
under the cireunistuicCS or would frustrate the primary purpose of the Agreenicnl.A panv's deltic or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a wai Cr or uthCnyise mudif\ the Agreement.and a party"s waiver of any right related to the Agreement on one
occasion will not waive any other right.C(nistiunC a rontinuini!scaiver of wake Thal right on ani other occasion.Customerh;s had the oppoilunity to consult with
its attorney in connection with these Tcrnis ami Conditions:aid the rest of the Agreement,in(]to h:nr the Agreenient rcyicsscd by its auomcv:therefore.no rule of
construction or interpretation that disla\ors NIKE or that la\ors Customer\till apply to its nucrprc....iun.
15.ATTORNEYS'FEES\GOVERNING LAIVIFORUNI SELECTION:C'USIUmer will clay all costs.collection agenc\'fees.e.xpenscs.reasonable atuxnC\fees
(whether incurred prior to.at trial or on appeal)incurred by NIKI-.in connection with the Cul lection of anv past clue sunu."Thc Agreement.and all disputes arising
out of the Agreement OF(ut of the relationship,hetween NiKF.and Customer."ill be governed h\'1hC la\vs of IhC state of Oregon. THF.UNITED NATIONS
CONVENVON ON CONTRACTS FOR TH'.INTI-.RNATIONAL SALE OF GOO15S WILL NOT APPLY.Customer irrccucably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection\\ith any action arising out of or in connection\\iih the Agreement and waives any
objection that such venue iS an ineonyCnicnt forum.C)usutncr\\ill not initiate an action against NIKE in any other jurisdiction.MKE niay bring an action in an\
forum.
16.FORCE:MA.iEURE: If it becomes impossible for either Custonici ur NIKF-:to perform it.obligations under the Agreement as a result of fire.flood.
earthquake,or other natural disaslcr,that party's performance may be delayed fix the duration of the force InalCurc c\Cnt.except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assii n any right conferred herein by NIKE\\ithout the prior wrincn consent of an authorized NIKE
representative.A change of control of CuStumer b\stock sale or giTt,nicrger.operation of I:o\.h\'Coniract.or other\yisc."ill be deemed an assignment for
uses of this Section.Any attempted assignment will dClegation by Cuslunicr ill be vassignment
void. NIKE may grant.withhold or condition its consent to in
QZNIKE's sole discretion. IfNIKE authorizes an assignment or deleg;ition,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases CUMO lCr:(b)the assii rice or delegate agrees in writing to he bound b\the AgreemcnC and(c)am-
agreemem between Customer and the assignee or delegate states that NIKE has the right to CnforcC Customers rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate.that debt ma\be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements.commitments and understandings concemmg That subject matter.
Page 3 of 3
i
Prescribed by State Board of Accounts City Form No.201 (Rev.1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
Payee
Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
04/04/14 958547395 Golf Bag $96.00
04/07/14 959032412 Shoes $58.08
04/08/14 I 959073142 I Shoes I $48.33
1 hereby certify that the attached invoice(s), or bill(s), is (are)true and correct and I have audited same in accordance
with IC 5-11-10-1.6
20
Clerk-Treasurer
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$202.41
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
1207 958547395 43-560.07 $96.00 1 hereby certify that the attached invoice(s), or
1207 959032412 43-560.06 $58.08 bill(s) is (are) true and correct and that the
1207 I 959073142 I 43-560.061 $48.33
materials or services itemized thereon for
which charge is made were ordered and
received except
Monday, April 14, 2014
c 0A
Director, Brooksh Golf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
N 1 KE G O LF Customer Number: 272920 Invoice Number: 958854635
`, Nike Order Number: 873576209 Invoice Date: 03/31/2014
IN
`� Y oICE Nike Delivery Number: 321640301 Terms: Net 150
Customer PO No: RENTAL PROGRAM Terms begin as of: 03/31/2014
Ordered by: Due Date: 08/28/2014
DUNS#:05-095-7364 Ordered on: 09/18/2013 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY 272920
CARMEL IN 46033-3314 BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
GD1487-001 VRS COVERT 14 MRG R EA 1 1 206.00 103.00 103.00
S EA 1 1 206.00 103.00 103.00
"Subtotals 2 2 412.00 206.00 206.00
G17886-001 VRS COVERT14 MRSIR R EA 1 1 482.00 241.00 241.00
"Subtotals 1 1 482.00 241.00 241.00
GY0874-001 VRS COVERT14 MRG R EA 1 1 138.00 69.00 69.00
"Subtotals 1 1 138.00 69.00 69.00
Shipped From: Nike Golf:Memphis
Date Shipped: 03/31/2014
Order Type: Futures Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 10.010;4.650;
Bill of Lading Number:
Pro number:
Tracking Number: 217508283131100;217508283140768;
Packing list Number: 16432134
Number of Cartons: 2
Special Label Instructions:
Ship-to ID:272920
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
1,032.00 516.00 20.15 536.15
All Nike USA.Inc.Products are sold FCA(Free Carver-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 '/z% per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made witEiin 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page I.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas 75284-7648 US
Page 1 of 3
NIKE USA,inc.
TERMS AND CONDITIONS OF SALE
NIKE USA,Inc.("NIKE")offers certain goods bearing NIKE Trademarks(asdefined below)("Product")for sale to retailers that have been authorized by NIKE to
make purchases of such Product("Customers.") By submitting an order to NiKE(each,an"Order").Customer agrees that such Order will be governed by the
terms and conditions of sale("the Terms and Conditions")in Jfect at the time the Order is submitted. The Terms and Conditions that are current as of July 1.2011
are set forth below.
I.ORDERS:All Orders submitted by Customer are subject to acceptance by NIKE.The preparation of a purchase order by a sales representative of NIKE,the
submission by Customer of a purchase order to NIKE,or the acknowledgement by NIKE of receipt of a purchase order(Order"confirmation")shall not constitute
NIKE's acceptance of that Order.NIKE may in its sole discretion accept all or any part of an Order or substitute comparable Product for the items that were
ordered,in either case by shipping Product.NNIKE will in its sole discretion determine which of NIKE's products are made availabIKE may at any time refuse to ship Product for any reason,even if NIKE has received payment for the applicable
Order and/or has confirmed that 6rder on NIKE.net or otherwise. le to
Customer for Orders,and determine how to allocate Product among Customer and NIKE's other customers.Accordingly.NIKE reserves the right to discontinue
product lines and to make changes in goods offered at any time.Unless Customer complies with Section 5 regarding returns,Customer will be deemed to have
accepted those substitute goods on the terms outlined in NIKE's invoice.NIKE may cancel an Order at any time because the Order contains an incorrect price,
requests Product that Customer is not authorized to sell,or for any other reason,even if NIKE_has acknowledged or confirmed that Order or has received payment
for that Order.In the latter case.NiKE will.at its election,either refund the payment or credit Customer's account.Customer may not cancel an Order after ns
acceptance by NIKE.Any Order that conflicts with or that includes provisions(other than item and quantity)in addition to thesefiernms and Conditions will have
no force or effect to the extent it is inconsistent or includes additional terms.NIKE will be entitled to accept any Order and to rely on any other written or
telephonic request or notice given by a person that appears to be an employee or agent of Customer. Each Order will be subject to and governed in all respects by
(a)these Terms and Conditions,and(b)if applicable,Customer's credit application and account agreement. Each Order.together with these Terms and Conditions
andif applicable Customer's credit application and account agreement,may be referred to collectively as the"Agreement
2.PRICES:NIKE may correct typographical or other errors in pricing.may reduce or cancel any discounts previously offered to Customer.and may change its
prices at any time.Each Order will be invoiced at the prices prevailing at the time that Order is fully recorded into NIKE's central ordering system.Nothing
contained herein shall obligate Customer to resell the Product at any particular price or on any specific terms and conditions notwithstanding suggested retail prices
published by NIKE,if any.
3.TERMS OF SALE:Customer will pay for all Product by the date specified on NiKE's invoice,or if none is specified,within 30 days after the date of that
invoice.Anv sum not paid when due is subject to a service charge of 1.5%n per month or the maximum rate permitted by law,whichever is lower.The amount
reflected in each NIKE invoice will be deemed to be an account stated unless Customer disputes the amount of that invoice in writing within 30 days after the date
that invoice is due.Customer will pa the undisputed portion of each invoice. NIKE has the right to apply pavmm ents it receives froCustomer to any of
Customer's invoices and to disregardCustomers instructions to apply payment to any specific invoice. In the event Customer is indebted to NIKE or to any NiKE
affiliate,that debt may be offset against credits otherwise owing to Customer to reduce or eliminate the credit.
4.SHIPPING•RISK OF LOSS;TITLE:NIKE will ship Product FCA.the NIKE Distribution Center or other shipping point.NIKE is not responsible for any
loss resulting from any delay in shipping or failure to ship.
i,RETURNS:Product that was shipped in accordance with the specifications in the Order is not returnable.If Customer wishes to return Products based on a
claim that they are defective or that they are not comparable to the items that were ordered,Customer may submit to NIKE a request for return;provided,however,
that NIKE will not approve of return requests received by NIKE 30 days or more after delivery of those Products to Customer.NIKE will not issue any refunds or
apply any credits except for items that were approved by NIKE for return.Customer will ship returns at its own expense and will retain title and risk of loss until
receipt by NIKE at the designated return destination.Restocking fees may apply.Any items that are returned without NIKE's approval will be disposed of by
NIKE unless Customer prepays shipping costs for their return to Customer.
6.CUSTOMER'S COVENANTS:
A.The,fiillowing applies to Customers that are approved to sell Product cit u physical store location(a "brick and mortar"store).
STORES-Except as expressly permitted in subsection 6.13 and/or 6.0 below,or when otherwise approved by NIKE in writing,Customer will not(a)sell Product
under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or,in
the case of multiple store locations,at the location to which the Product was shipped(assuming it was an approved location);(b)sell Product other than to retail
consumers physically present at such store location wlmo are ppurchasing for their personal use and not for resale:or(c)accept orders or sell Product through the
Internet,e-mail or any other electronic channel,except that Customer may advertise Product through those channels to create or enhance consumer awareness of
Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below.
Customer will at all times provide clean,modern and adequate retail outlet(s)necessary for the proper merchandising and selling of Product.
B.TheMowing ap/)lies to Customers that are approved to sell Product on a website.
INTERRNET SALES-If NIKE approves Customer for Internet sales,then Customer is authorized to sell Product to retail consumers via the Internet only from the
website or websites identified in the Credit Application or otherwise approved by NIKE in writing(the"Authorized Website(s)")and to deliver that Product only to
consumers with mailing addresses in the United States.its territories and possessions.
(a) The Authorized Website(s)will not be co-branded with the name or other trademarks of any other person or entity.
(b) The Authorized Website(s)will not link to,or provide data feeds to,any transactional website,or permit any transactional website to link to the
Authorized Website(s). For urposes of this Section 6B(b),a"transactional website"means a shopping portal,online marketplace.or other site which either(i)is
capable of accepting orders trom consumers,or(ii)creates the perception that orders arc accepted on tKe site.even if the consumers are in fact redirected to other
websites for order placement. The term"transactional website' excludes websites which aggregate images and information about merchandise without conducting
sales transactions.
(c) The Authorized Website(s)will have features and functions that are standard in the industry.including the ability to:(i)confirm availability or
unavailability of NIKE Product at the time the retail consumer places his or her order,(ii)accept all major credit cards.(iii)ship within standard time frames with a
choice of overnight,second day air and ground delivery,and(iv)allow retail consumers to search the Authorized Website(s)and to navigate to a NIKE"concept"
shop in the form of a Web page featuring all Product that Customer sells on the Authorized Website(s)(except for discounted goods,which must be presented-on a
separate discount page).
(d) Customer will at all times provide Prompt,effective and courteous customer service by telephone for consumers purchasing Product from the Authorized
Website(s)and for other visitors to that or those Website(s).Customer will not(i)permit any fulfillment house or any other third party to fill consumer orders
placed through the Authorized Website(s):or(ii)(iii)use certain trademarked terms.as designated by NiKE,in metadata;or(iv)purchase certain trademarked
terms,as designated by NIKE,as Internet search terns:or(v)use any NIKE trademark in any domain name or URL address.
C.Theollowing applies to Customers that are approved fimr a non-retail account.
If NIK approves Customer for a non-retail account.Customer will distribute Product at no cost to the teams,players and sports participants.and other groups or
individuals specified by NIKE or will sell at no profit(that is.sell at NIKE's invoice price).
7.GENERAL RESTRICTIONS:Customer will not directly or indirectly:(a)sell,consign or otherwise transfer Product(i)outside the United States(and,if a
"brick and mortar"store,other than at the approved physical store location or locations):or(ii)to another retailer,or to an e-taller,distributor,or broker;or(iii)
under circumstances where it knows or should know,based on the circumstances of the transaction,that the Product is intended for resale or will likely be resold:
or(b)purchase or sell,offer to sell,or distribute(including at no cost),counterfeit NIKE goods:or(c)purchase authentic NIKE goods from any third artyy:or(d)
purchase any NIKE Product from,or sell or offer to sell Product on behalf of or for the account of,any other third party;or(e)if NIKE sets a launch date for a
particular NIKE Product,sell that product prior to the date and time stated by NIKE:or(f) collect or use any sensitive personal data about consumers other than in
compliance with industry best practices for security standards,and applicable law.
S.CUSTOMER'S GENERAL REPRESENTATIONS,WARRANTIES AND OBLIGATIONS:
(a)Customer will at all times:(i)use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a
manner consistent with industry best practices and applicable law;(ii)render full,prompt,effective and courteous service before,during and after the retail sale of
Product:(iii)vigorously-encourage the retail sale of Product:(iv)meet or exceed any minimum sales volume established by NIKE from time to time;(v)establish
and maintain,independently and in con unction with NIKE.advertising and marketing policies and methods that emphasize the quality and performance of the
Product,and(vi)comply with applicab)'e law in connection with performance of its obligations under the Agreement.
(b)Customer represents and warrants.and each time Customer submits an Order.Customer will be deemed to have represented and warranted,that(i)it wishes to
purchase Product solely for business purposes and not for personal,family or household purposes:and(ii)the most recent financial information provided by
Customer is true,accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer's business,
prospects or financial condition since those dates.
Page 2 of 3
(c) Customer has received and reviewed Nike's policy regarding Gifts.Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence.Customer shall not(a)give a cash gift in any amount to a Nike employee.(b)give a non-cash gift worth more than$200 to a Nike employee.
or(c)give a gift of any kind to any relative,friend.associate or charitable organization favored by a Nike employee if there is any implied expectation of a return
favor.
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name'Jordan."the
NIKE Swoosh logo design,the Jordan'Junipman"logo.and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage
them.or represent that it has any ownership in,or attempt to license.the NIKE Trademarks.An goodwill associated with Customer's use of the NiSCE Trademarks
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(i NIKE logos and other trademarks.an&(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE.Customer will submit to NIKE,for its review,any public statements about NIKE or advertising materials bearing NIKE'Trademarks.
Product images,athlete images.or Product descriptions.If NIKE does not approve such materials in writing,within five business days,the materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extremely valuable to NiKE,
and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly.Customer agrees that NIKE Product which may be
damaged or defective,for any reason.shall be.at NIKE's sole election.either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY;DISCLAIMER OF IMPLIED WARRANTIES: If any Product is defective.NIKE's sole and exclusive liability to Customer will be.
at NIKE's election.if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer Paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE.NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FiTNESS FOR A PARTICULAR PURPOSE.TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR
ANY SPECIAL.CONSEQUENTIAL.INCIDENTAL.INDIRECT.SPECIAL.EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER OR ANY OTHER PERSON.ANY ACTION(OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED)MUST BE COMMENCED
WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAiM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAiD
NiKE FOR THE PRODUCT GIVING RISE TO THE CLAIM.AND FOR ALL OTHER CLAIMS.-THE AMOUNT CUSTOMER PAID NiKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract.tort(including negligence and strict liability).or any other theory.
12.MODIFICATION:NIKE may at any time.in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly.Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue.or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Noir-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NiKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NNE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information reggarding
future releases of NIKE Product.and any other non-public material disclosed to Customer or to which Customer gains access.Customer shall rotect NIKE's
Confidential information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets,but in any event no less t9an reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media,
including.bloggingCustomer will not hold itself out as a representative of NIKE in any interview or statement.whether or not it is recorded.and whether or not it
is intended for suN publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NiKE any business plans,product or marketing ideas,or other materials.Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials:Customer hereby grants to NIKE an irrevocaile license to use such materials.without
compensation to Customer:and(u)NIKE is under no obligation to use such plans,ideas.or other materials,or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's dela>�or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
waive occasion will not any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney:therefore.no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAW\FORUM SELECTION:Customer will pay all costs,collection agency fees.expenses,reasonable attorney fees
(whether incurred prior to.at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising
out of the Agreement or out of the relationship between NiKE and Customer,will be governed b the laws of the state of,Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any.other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NiKE to perform its obligations under the Agreement as a result of fire.flood,
earthquake.or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise.will be deemed an assignment for
ppurrpposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NIKE's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer:(b)the assignee or delegate agrees in writing to be bound by the Agreement:and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
Page 3 of 3
Prescribed by State Board of Accounts City Form No.201 (Rev.1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show: kind of service,where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
Payee
Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
03/31/14 I 958854635 I Clubs I $536.15
I hereby certify that the attached invoice(s), or bill(s), is (are)true and correct and I have audited same in accordance
with IC 5-11-10-1.6
20
Clerk-Treasurer
VOUCHER NO. WARRANT NO.
ALLOWED 20
Nike USA, Inc.
IN SUM OF $
P.O. Box 847648
Dallas, TX 75284-7648
$536.15
ON ACCOUNT OF APPROPRIATION FOR
Brookshire Golf Club
PO#/Dept. INVOICE NO. ACCT#/TITLE I AMOUNT Board Members
1207 I 958854635 I 43-560.07 I $536.15 1 hereby certify that the attached invoice(s), or
bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
Friday, April 11, 2014
--�
Director, Brookshire �/olf Club
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund